Seattle University

“Trustee Trainer and Trustee Wright each has a business or financial interest in an entity that owns or operates a mixed use structure on property leased from Seattle University and that provides housing opportunities for students and faculty.”

“The following changes were made to Seattle University's Bylaws. FY16: July 1, 2015 through June 30, 2016 The Board of Trustees adopted Amended and Restated Bylaws of Seattle University. The following are the material changes: * The Board of Members is now called the "Jesuit Board of Members" or "Jesuit Board," and provisions relating to the Jesuit Board of Members were moved to the end of the Bylaws to avoid confusion with the role of the Board of Trustees. * In Articles I and II, an introductory statement affirming the Jesuit Catholic history and identity of SU, and clarifying the broad powers of the Board of Trustees, were added. Detailed enumerated powers of the Board have been eliminated in favor of broader, general language. Six Trustees (versus seven), including the President (if Jesuit) are required to be Jesuits. If the President is not a Jesuit, then one of the Trustees on the Executive Committee must be a Jesuit. The President is no longer required to be a Jesuit. * In Article II, Section 2, the number of Trustees was changed from 35 to a minimum of 30, but not more than 40. In Section 9, the conflict of interest provisions were simplified and the existing annual disclosure process was added; the operative definition of a conflict of interest was not significantly changed. * Section 5 now states that the Corporate Secretary serves as Secretary of the Board, (but will not be a Trustee), and is granted authority to attend all meetings of the Board, including Executive Session, unless the Board Chair excuses them. * In Article IV, Section 3, a special meeting of the Board can now be called by five or more Trustees (rather than a majority of the Trustees). * Article V, clarified and documented the authority granted to, and distinguished between, different levels of Board appointed committees. "Standing Committees" are listed in detail and clear authority is granted to create additional temporary or permanent committees which, together with the Standing Committees, are described as "Board Committees." Committee powers, member qualifications and process for appointment of the Board Committees were clarified and align with state law. * Article VI, Section 5 requires the President be a Roman Catholic and that he/she advance and maintain the Catholic and Jesuit identity of SU. Section 8 clarifies that the Secretary is the University Counsel. * Articles VII, VIII and IX clarify the role of the Jesuit Board of Members, their authority, and process, including authority (a) to appoint three members to the Board of Trustees, (b) to approve changes to the Articles of Incorporation or Bylaws (along with the Board of Trustees), (c) to approve the sale or lease of any University properties having a fair market value of more than $15,000,000 (previously this was $300,000), (d) and to approve any plan of dissolution. The Board of Trustees approved Articles of Amendment and Restated Articles of Incorporation of Seattle University. The material amendments are as follows: *Article VI reflects that the Members of the corporation will be known as the Jesuit Board of Members or Jesuit Members. *Article VIII provides that amendment to the Bylaws requires a majority vote of each of the Board of Trustees and the Jesuit Board of Members. *Article X provides that amendment to the Articles requires a majority vote of the Board of Trustees and a two-thirds vote of the Jesuit Board of Members. *Article XI, Section 11.7 provides that no repeal or amendment of this article will adversely affect any right or protection of a Trustee, Member or Officer existing at the time of such repeal or amendment.”

“Seattle University is a Washington nonprofit corporation governed by a Board of Trustees that is responsible for the overall management of the affairs of the University. As a nonprofit member corporation established under Washington state law, the University has a Board of Members. The University has seven members. Each member is required to be in good standing in the Society of Jesus. The seven members include the following: the Rector of the Seattle University Jesuit Community and six Jesuits from among those under contract at Seattle University. The President, Provost and any Vice President of Seattle University are ineligible to be a member. Members are elected by Jesuits currently under contract at Seattle University.”

“As a nonprofit member corporation established under Washington state law, the University has a Jesuit Board of Members. The principal duty of the Jesuit Board of Members is to ensure furtherance of the work of Catholic higher education in accordance with the traditions and ideals of the Society of Jesus. The Jesuit Board of Members has the power to select three Jesuit trustees to serve on the Board of Trustees, which is the governing board of the university. The Board of Trustees consists of that number of Trustees determined from time to time by the Board of Trustees, but which number shall not be less than 30 nor more than 40 voting members. At least six of the Trustees shall belong to the Society of Jesus. As stated above, the Jesuit Board of Members selects three of those six Jesuit Trustees. All other Trustees are elected upon nomination of the Trusteeship Committee by a majority of the Trustees in attendance at the annual meeting of the Board, unless a different date is set by the Board of Trustees.”

“The principal duty of the Jesuit Members, consistent with the apostolate of the Jesuit community at the University, is to assure furtherance of the work of Catholic higher education in accordance with the traditions and ideals of the Society of Jesus. Jesuit Members, like Trustees, have a duty to conduct themselves in the best interests of the University consistent with the objectives and purposes of the University as stated in the Articles and Bylaws. The Board of Trustees has final responsibility for the governance of the University in all matters, including the adoption, repeal and revision of the Faculty Handbook, but excluding the following: a. The majority vote of the Board of Trustees and the approval of at least two-thirds of the votes of the Jesuit Board of Members present at such meeting or represented by proxy are entitled to cast are required to amend the Articles of Incorporation. The majority vote of each of the Board of Trustees and the Jesuit Board of Members is required to alter, amend or repeal the Bylaws. The Jesuit Board of Members may delegate its authority to approve amendments of the Bylaws to the Board of Trustees. b. The majority vote of the Jesuit Board of Members is required for the sale or lease of any corporate properties having a fair market value in excess of fifteen million dollars ($15,000,000.00). c. The Jesuit Board of Members selects three Jesuits to serve on the Board of Trustees. d. Approval of the Board of Trustees and at least 2/3rds of the Jesuit Board of Members is required to approve any plan of dissolution and distribution, as provided in Article IV of the Articles of Incorporation.”

“Each voting member of the Board of Trustees was provided with an electronic copy of Form 990 and supporting schedules prior to filing with the IRS. The Audit Committee of the Board met to review the form and schedules as well. The form and schedules were also reviewed by appropriate officers and management, including but not limited to the CFO/VP for Finance and Business Affairs, the Associate VP for Finance and Investments, the Executive Vice President, and University Counsel.”

“The Conflict of Interest Policy for Trustees is contained in the Bylaws of the University. Trustees are informed of this policy during Trustee orientation and the annual meeting. On an annual basis, each Trustee is asked to furnish a written statement indicating whether he or she is involved in any matter that poses an actual or potential conflict of interest. Trustees are expected to update the disclosure throughout the year as may be appropriate. After a trustee's disclosure of a potential financial or other conflict of interest, the chair of the Board of Trustees, in consultation with the University Counsel, determines whether the situation constitutes a conflict of interest requiring action by the Board. If the chair of the Board believes Board action is appropriate, the interested person must leave the Board meeting where the financial or other interest is discussed and voted upon, unless requested to stay either to respond to questions or provide information to the Board on the matter under discussion. The remaining board members decide if a conflict of interest exists and the appropriate course of action. Officers, key employees, faculty, and staff are covered by the University conflict of interest policy. Individuals are informed of this policy at the time of hire. The policy is contained in the Human Resources Policy Manual and is available to faculty and staff on the University's website. Upon identification of a potential conflict of interest, the matter is reviewed and evaluated by University officials and a determination is made regarding an appropriate action. The University has also adopted the Policy for Financial Conflict of Interest Disclosure and Management for Investigators in Externally Sponsored Programs in compliance with US Department of Health and Human Services regulations (42 CFR Part 50, Subpart F) and the financial conflict of interest policies of the National Science Foundation. Finally, the Office of Finance and Business Affairs, through the Office of the Controller, reviews carefully all proposed business transactions, expenditures, and requests for reimbursements to determine compliance with University policies, including those relating to conflict of interest.”

“The University's process for determining compensation for the president, officers, and key employees includes the following elements: (1) an authorized committee of the Board of Trustees composed entirely of individuals who are unrelated to, and not subject to, the control of disqualified persons involved in the compensation arrangement; (2) reliance on appropriate comparability data, including compensation levels paid by similarly situated organizations for functionally comparable positions; the location of the University, including the availability of similar specialties in the geographic area; independent compensation surveys by nationally-recognized independent firms; and written offers from similar institutions competing for the services of the disqualified person; and (3) documentation by the authorized body that adequately documents the basis for determination concurrent with making decisions regarding the compensation arrangement. The Executive Committee of the Board of Trustees serves as the compensation committee and follows this process annually. The compensation arrangement for the President, Provost, Executive Vice President, CFO, and other members of the Cabinet was most recently reviewed on April 5, 2017. Within the institution, appropriate comparability data is also obtained and reviewed for all other officers, key employees, and any other highly-compensated employees.”

“While applicable federal tax laws do not mandate that the University's conflict of interest policy and financial statements be made available for public inspection, the University makes each of the foregoing available on its website, www.seattleu.edu, or upon request.”